Icahn, Dell Enter Confidentiality Pact

Carl Icahn has reached a pact with Dell Inc. that allows him to look at the company’s books.

Associated Press

Carl Icahn

The activist investor’s firm has signed a “confidentiality agreement” with the computer maker, he revealed today without providing many more details.

A special committee on Dell’s board is currently conducting a sale process and had said last week it would welcome Icahn into that process.

Blackstone Group has also signed a similar agreement to allow it access to Dell’s books, though it’s uncertain the look will lead to a bid for the computer maker, according to people familiar with the matter.

Before that letter, Icahn had been in previous discussions with the board about possibly making an offer, WSJ reported last week, citing people familiar with the matter. Those discussions, which at one point included preliminary talks of $15 a share, didn’t result in a bid.

Monday’s release about the confidentiality agreement says little other than Icahn looks forward to “commencing its review of Dell’s confidential information.”

Icahn’s letter to the board last week said he opposed the buyout and said he wanted the board instead to sell new debt to fund a $9 special dividend to shareholders, a plan he said would be worth significantly more to shareholders. Icahn said he wanted the board to either accept that plan or allow shareholders to vote at the special meeting on a new board slate that would accept that plan.

Icahn presented his plan in that fashion to give investors a choice between the buyout and the dividend, he wrote. He also threatened the board with “years of litigation” if they didn’t heed his warnings.

Dell’s special committee, which negotiated the $24.4 billion buyout and is shopping itself to ensure there is no better deal, has said it explored a so-called leveraged recapitalization and other options before agreeing to the buyout.

In a statement Monday the special committee reiterated it welcomes Mr. Icahn and “all other interested parties” into the go-shop.

“Our goal is to determine if there are alternative transactions that could be superior for Dell’s public shareholders to the going-private transaction and to secure the best result for them — whether that is the announced transaction or an alternative,” the statement said.

Related: David Benoit has details on Markets Hub.

UPDATE: This post has been updated with a new statement from Dell’s special committee.

Comments (4 of 4)

Mr. Icahn had some bold ideas in support of investors in Dell, particularly small investors who largely depend on the wealthy and strong. It seems that the confidentiality agreement put a lid and a lock on all those efforts. I hope Mr. Icahn can come out of this deception and continues his fight for his ideas.....or it is just a .dream.

10:03 am March 12, 2013

nikoli halario wrote :

Carl Icahn like to receive monies that he didn't earn. He does so with a combination of bullying and deception. I hope someone stands up to him soon. Hey Carl, why not come after me?

6:23 am March 12, 2013

Geoff Snyder wrote :

Fail. Without question or thought/action. Less than 2% and they go into full disclosure with an "individual"? Not good... although appropriate, considering current trends. Still basically a loss for words.

9:23 am March 11, 2013

TJ wrote :

I think the over/under on the refined Silver Point deal is around $15.75

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